Statement of Changes in Beneficial Ownership (4)
November 18 2016 - 5:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BUZBY TIMOTHY L
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2. Issuer Name
and
Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP
[
AGM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
C/O FARMER MAC, 1999 K STREET NW, 4TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2016
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(Street)
WASHINGTON, DC 20006
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class C Non-Voting Common Stock
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11/16/2016
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S
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2867
(1)
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D
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$51.7526
(2)
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44722
(3)
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D
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Class C Non-Voting Common Stock
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11/16/2016
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M
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15000
(4)
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A
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$12.20
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59722
(3)
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D
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Class C Non-Voting Common Stock
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11/16/2016
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F
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5495
(4)
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D
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$52.55
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54227
(3)
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D
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Class C Non-Voting Common Stock
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11/16/2016
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D
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3482
(4)
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D
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$52.55
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50745
(3)
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D
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Class C Non-Voting Common Stock
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11/17/2016
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S
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6023
(1)
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D
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$49
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44722
(3)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Right
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$12.2
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11/16/2016
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M
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15000
(4)
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(5)
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4/1/2020
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Class C Non-Voting Common Stock
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15000.0
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$12.20
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0
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D
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Explanation of Responses:
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(
1)
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Transaction effected pursuant to a trading plan adopted by Mr. Buzby in accordance with Rule 10b5-1.
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(
2)
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The price reported in Column 4 is a weighted average price. These shares of Class C Non-Voting Common Stock were sold in multiple transactions at prices ranging from $51.75 to $51.825, inclusive. The Reporting Person undertakes to provide to the Federal Agricultural Mortgage Corporation ("Farmer Mac"), any security holder of Farmer Mac, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.
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(
3)
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Includes 34,814 shares of unvested restricted stock previously granted pursuant to Farmer Mac's 2008 Omnibus Incentive Plan. The grants of restricted stock have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission.
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(
4)
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Mr. Buzby received 6,023 shares of Farmer Mac's Class C Non-Voting Common Stock upon net share settlement of his exercise of his remaining 15,000 stock appreciation rights awarded in 2010 with a grant price of $12.20 per share. That exercise entitled Mr. Buzby to receive 11,518 shares of the Corporation's Class C Non-Voting Common Stock, and 5,495 shares were retained by Farmer Mac to satisfy tax withholding requirements arising from the exercise. Each stock appreciation right represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price.
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(
5)
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Exercisable beginning March 31, 2011 with respect to 15,000 shares beginning March 31, 2012, with respect to 15,000 shares and beginning March 31, 2013 with respect to 15,000 shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BUZBY TIMOTHY L
C/O FARMER MAC
1999 K STREET NW, 4TH FLOOR
WASHINGTON, DC 20006
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President and CEO
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Signatures
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Stephen P. Mullery, as attorney-in-fact for Timothy L. Buzby
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11/18/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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